JONES JERRY C 4

What Happened
Jerry C. Jones, LiveRamp's Chief Ethics & Legal Officer, received 36,197 shares on May 22, 2026 as a performance-stock-unit (PSU) award (coded A, $0.00 acquisition). To cover tax obligations arising on the vesting date, the issuer withheld 17,393 shares (coded F) at $37.70 per share, resulting in $655,717 in value surrendered/withheld rather than an open-market sale.

Key Details

• Transaction date: May 22, 2026. Filing date: May 27, 2026 (appears to be filed after the typical 2-business-day Form 4 window).
• Award (A): 36,197 shares granted/vested at $0.00.
• Tax withholding (F): 12,665 shares ($477,471), 813 shares ($30,650), 735 shares ($27,710), 3,180 shares ($119,886) — total 17,393 shares withheld, ~$655,717 at $37.70/share.
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes: F1 — shares earned from PSUs granted in 2023; F2 — shares withheld to satisfy tax on PSU vesting (May 22, 2026); F3 — shares withheld to satisfy tax on restricted stock unit (RSU) vesting.
• Transaction types: A = award/grant; F = shares withheld for tax obligations (not an open-market sale).

Context
This filing reports vested equity (PSUs/RSUs) and routine tax-withholding by the issuer (a common cashless mechanism). Withheld shares to cover taxes are not the same as an insider choosing to sell shares on the open market; they are administrative and don’t necessarily signal the insider’s view on the stock. The primary event is an award/vesting rather than a purchase or voluntary sale.